UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 11, 2015
International Paper Company
(Exact name of registrant as specified in its charter)
Commission file number 1-3157
| New York | 13-0872805 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
| 6400 Poplar Avenue, Memphis, Tennessee | 38197 | |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (901) 419-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) International Paper Company (the “Company”) held its annual meeting of shareowners on May 11, 2015.
(b) Of the 422,865,795 shares outstanding on the record date and entitled to vote at the meeting, 377,203,997 shares were present at the meeting in person or by proxy, constituting a quorum of 89.2 percent. The shareowners of the Company’s common stock considered and voted upon three Company proposals and one shareowner proposal at the meeting.
Item 1 – Company Proposal to Elect 12 Directors
The holders of the common stock of the Company elected each of the following nominees as directors, to serve a term of one year ending the earlier of (i) the Company’s 2016 annual meeting of shareowners and the date a qualified successor has been elected, or (ii) death, resignation or retirement. The directors were elected by the following count:
| Directors |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| David J. Bronczek |
323,094,103 | 2,166,308 | 996,330 | 50,947,256 | ||||||||||||
| William J. Burns |
324,581,319 | 681,385 | 994,037 | 50,947,256 | ||||||||||||
| Ahmet C. Dorduncu |
324,738,732 | 507,807 | 1,010,202 | 50,947,256 | ||||||||||||
| Ilene S. Gordon |
322,974,430 | 2,304,243 | 978,068 | 50,947,256 | ||||||||||||
| Jay L. Johnson |
324,540,868 | 722,585 | 993,288 | 50,947,256 | ||||||||||||
| Stacey J. Mobley |
320,351,767 | 4,913,217 | 991,757 | 50,947,256 | ||||||||||||
| Joan E. Spero |
324,342,533 | 927,504 | 986,704 | 50,947,256 | ||||||||||||
| Mark S. Sutton |
303,378,281 | 15,852,833 | 7,025,627 | 50,947,256 | ||||||||||||
| John L. Townsend, III |
323,073,760 | 2,194,759 | 988,222 | 50,947,256 | ||||||||||||
| William G. Walter |
322,916,041 | 2,350,592 | 990,108 | 50,947,256 | ||||||||||||
| J. Steven Whisler |
324,544,901 | 724,174 | 987,666 | 50,947,256 | ||||||||||||
| Ray G. Young |
323,133,512 | 2,130,376 | 992,853 | 50,947,256 | ||||||||||||
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Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2015
The holders of the Company’s common stock ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015 by the following count:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 371,759,320 | 4,242,083 | 1,202,594 | — |
Item 3 – Company Proposal to Vote on a Non-Binding Resolution to Approve the Compensation of the Company’s Named Executive Officers
The holders of the Company’s common stock supported the non-binding resolution to approve the compensation of the Company’s named executive officers by the following count:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 314,622,175 | 10,041,001 | 1,593,565 | 50,947,256 |
Item 4 – Shareowner Proposal Concerning a Policy on Accelerated Vesting of Equity Awards of Senior Executives Upon a Change in Control
The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning a policy on accelerated vesting of equity awards of senior executives upon a change in control by the following count:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 119,234,831 | 204,431,249 | 2,590,661 | 50,947,256 |
(c) and (d) Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| International Paper Company | ||||||||
| Date: May 11, 2015 | By: | /s/ SHARON R. RYAN | ||||||
| Name: | Sharon R. Ryan | |||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||
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